John Bitove, Executive Chairman today at Canadian Satellite Radio Holdings Inc. Annual General Meeting in Toronto, announced shareholder approval of XM Canada and Sirius Canada's pending merger. (CNW Group/XM Canada)

Toronto Stock Exchange Symbol: XSR

TORONTO, Feb. 17 /CNW/ - Canadian Satellite Radio Holdings Inc. (CSR),
the parent company of Canadian Satellite Radio Inc. (XM Canada) (TSX:
XSR), is pleased to announce that CSR's shareholders overwhelmingly
approved the merger of XM Canada and Sirius Canada at CSR's annual and
special meeting of shareholders held in Toronto earlier today.

"Today's shareholder vote marks an exciting next step in our journey and
represents a major milestone in the approval process. In the coming
months we will continue to work with the CRTC and the Competition
Bureau to obtain regulatory approval," stated John Bitove, Executive
Chairman of CSR. "The proposed merger of equals will create a leading
Canadian media company and nationwide audio entertainment provider that
will deliver exceptional value to shareholders and subscribers, and
enhance the long-term success of satellite radio in Canada."

It is expected that a combined XM Canada and Sirius Canada will yield
synergies of approximately $20 million (on an annualized basis) within
18 months of closing by allowing the combined company to better manage
costs through improved efficiencies and greater economies of scale.

"The Canadian cultural community also wins, as a combined company offers
a bigger platform for artists to reach audiences in both Canada and the
US," continued Bitove.

With an expected total subscriber base of more than 1.8 million, the
combined company will benefit from a highly experienced management team
with extensive industry knowledge in media and broadcasting operations,
consumer electronics, customer care and subscriber management,
automotive engineering and information technology.

The combined company will create a stronger platform for future
innovation within the audio entertainment industry through key content
and programming relationships and distribution agreements with every
major automaker and retailer nationwide. Automakers are responding to
customer demand for in-vehicle entertainment and the combined entity
will lead to more than 50 per cent of vehicles sold in Canada having
factory installed satellite radios as an option. This further
demonstrates how important satellite radio is becoming to Canadians.

The consummation of the merger remains subject to the satisfaction of,
or compliance with, certain conditions, including receiving all
necessary regulatory approvals (including CRTC approval) and the
successful refinancing of the Company's indebtedness. There can be no
assurance that the Company or Sirius will be able to satisfy or comply
with these or other customary closing conditions. Details of the
Combination Transaction are contained in the Company's information
circular (the "Circular") dated January 12, 2011, which is available on SEDAR at www.sedar.com.

The transaction is currently expected to close during the third quarter
of the Company's 2011 fiscal year.

The report of voting results has been filed with SEDAR at www.sedar.com.

About Canadian Satellite Radio Holdings Inc.

To find out more about Canadian Satellite Radio Holdings Inc. (TSX:
XSR), visit www.xmradio.ca.

Certain statements included above may be forward-looking in nature. Such
statements can be identified by the use of forward-looking terminology
such as "expects," "may," "will," "should," "intend," "plan," or
"anticipates" or the negative thereof or comparable terminology, or by
discussions of strategy. Forward-looking statements include estimates,
plans, expectations, opinions, forecasts, projections, targets,
guidance or other statements that are not statements of fact. Although
the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to have been correct. The Company's
forward-looking statements are expressly qualified in their entirety by
this cautionary statement. Forward-looking information is provided as
of the date of this news release only, it should not be relied upon as
of any other date, and the Company assumes no obligation to update or
revise this information to reflect new events or circumstances, except
as expressly required by law. There can be no assurance that the
securities purchase agreement will receive all necessary approvals or
that the proposed transaction will be completed. Additional
information, including a thorough discussion of the risk factors that
can cause anticipated outcomes to differ from actual outcomes, will be
contained in the Company's filings with the Canadian securities
regulators, available at www.sedar.com.

This press release does not constitute an offer to purchase or sell any
securities or a solicitation of consents. Any offer to purchase or sell
securities or solicitation of consents will be made by means of an
offer to purchase or sell and consent solicitation statement and
related letter of transmittal. No offer, solicitation, purchase or sale
will be made in any jurisdiction in which such an offer, solicitation,
purchase or sale would be unlawful.

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